Thalassa Holdings: Executes definitive agreement for the sale of the assets of WGP Group Ltd
Thalassa Holdings Ltd (AIM: THAL) (“Thalassa” or the “Company”) is delighted to announce that it has conditionally agreed to sell the business and assets of the WGP Group to Fairfield Industries Incorporated (“FFN”) for a maximum cash consideration of $30,000,000 (the “Sale”).
Gross initial proceeds from the sale of WGP will be $20,000,000 (approximately $19,750,000 net of transaction costs). A further $10,000,000 will become payable by FFN contingent on certain customer contracts being entered into within 5 years of completion.
The Company has agreed to leave up to $2,500,000 of cash in the business to meet its working capital requirements during the first five months of 2018. Any revenue received post completion in relation to certain sales made, services provided and work undertaken by WGP Group prior to completion will be repayable by FFN against this working capital amount.
The Sale is of sufficient size relative to that of the existing Company to constitute a disposal resulting in a fundamental change of business, pursuant to Rule 15 of the AIM Rules and completion is, therefore, conditional upon the approval of shareholders by way of an ordinary resolution. Based on Thalassa’s classification as a holding company and its continuing business, the Company has sought and received confirmation that upon completion the Company will not be regarded as an AIM Rule 15 cash shell.
The Company had previously announced on 15 August 2017 that FFN would invest $2,000,000 to acquire a 20% equity stake in ARL (the “Investment”), together with a 2year option to purchase the same number of shares at the same price. The detailed agreement relating to the Investment has yet to be finalised and is now expected to be exchanged by no later than 31 March 2018.
The Board of Thalassa (the “Board” or “Directors”) believes that the terms of the Sale and the Investment represent good value for shareholders, and further reasons for the sale are set out later in this announcement. As such, the Directors unanimously recommend that shareholders vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their beneficial holdings amounting, in aggregate, to 3,622,441 Ordinary Shares, representing approximately 17.6 per cent. of the existing ordinary share capital of the Company.
A circular containing, amongst other things, further details of the Sale and the notice of the General Meeting to be held at Columbus MonteCarlo, 23 Avenue des Papalins, MC98000 Monaco is being posted to shareholders of Thalassa and is being placed on its website today.